ePlus inc. (NASDAQ:PLUS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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ePlus inc. (NASDAQ:PLUS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 12, 2017, the shareholders of ePlus inc. (the "Company") approved the ePlus inc. 2017 Non-Employee Director Long-Term Incentive Plan (the "Plan") at the Company's annual meeting of shareholders (the "Annual Meeting"). The Company's shareholders approved the Plan in accordance with the voting results set forth below under Item 5.07. The Plan was previously adopted by the Company's Board of Directors on July 24, 2017, subject to shareholder approval.

The Plan replaces the ePlus inc. 2008 Non-Employee Director Long-Term Incentive Plan, as approved by the Company's stockholders on September 15, 2008. The material terms of the Plan were described in the Company's definitive Proxy Statement filed with the Securities and Exchange Commission (the "SEC") on July 26, 2017, under the caption "Proposal 5 – Approval of the 2017 Non-Employee Director Long-Term Incentive Plan" (the "Proxy Statement"). The Plan authorizes the grants of equity incentive awards in the form of restricted stock to the Company's non-employee Board members as more fully described in the Company's Proxy Statement.

The above description of the Plan does not purport to be complete, and is qualified in its entirety by the full text of the Plan, set forth in Exhibit 10.1, and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Annual Meeting of ePlus inc. was held on September 12, 2017. There were present, in person or by proxy, holders of 13,016,938 shares of our common stock, or 91.88% of all shares of common stock eligible to be voted at the meeting. The final voting results on all matters are disclosed below.

1.Election of the following directors to serve until the next annual meeting of shareholders or until their successors are elected and qualified (included as Proposal 1 in the proxy statement). Each nominee for director was elected by a vote of the shareholders as follows:

For

Withheld

Broker Non-Vote

Phillip G. Norton

11,728,178

460,302

828,458

Bruce M. Bowen

11,679,828

508,652

828,458

C. Thomas Faulders

9,562,804

2,625,676

828,458

Terrence O'Donnell

9,880,800

2,307,680

828,458

Lawrence S. Herman

11,250,753

937,727

828,458

Ira A. Hunt

9,986,813

2,201,667

828,458

John E. Callies

9,935,259

2,253,221

828,458

Eric D. Hovde

9,794,551

2,393,929

828,458

Each nominee was elected a director of ePlus inc.

2. The advisory vote on the compensation of our named executive officers, as disclosed in our proxy statement (included as Proposal 2 in the proxy statement), was approved by the following vote:

For:

9,008,990

Against:

3,154,992

Abstain:

24,498

Broker non-votes:

828,458

3. The Company's stockholders indicated their preference, in an advisory vote, that the advisory vote on the compensation of the Company's named executive officers be held once every calendar year. The results of the vote were as follows:

1 Year:

9,407,344

2 Years:

5,812
3 Years: 2,759,799
Abstain: 15,525

Non-votes:

828,458

4. Ratification of the selection of Deloitte & Touche LLP as our independent registered accounting firm for fiscal year 2018 (included as Proposal4 in the proxy statement). The proposal was approved by a vote of shareholders as follows:

For:

12,661,994

Against:

348,248

Abstain:

6,696

Broker non-votes:

5. Approval of the 2017 Non-Employee Director Long-Term Incentive Plan (included asAnnex Ain the proxy statement). The proposal was approved by the following vote:

For:

11,881,749

Against:

292,301

Abstain:

14,430

Broker non-votes:

828,458

Item 9.01 Financial Statements and Exhibits

(d) The following exhibits are filed as part of this report.

Exhibit No.

Description

10.1

2017 Non-Employee Director Long-Term Incentive Plan


EPLUS INC Exhibit
EX-10.1 2 ex10-1.htm 2017 NON-EMPLOYEE DIRECTOR LONG-TERM INCENTIVE PLAN Exhibit A     ANNEX A 2017 NON-EMPLOYEE DIRECTOR LONG-TERM INCENTIVE PLAN Section 1 Establishment and Purposes of the Plan. (a) Purpose.  The purposes of this ePlus inc. 2017 Non-Employee Director Long-Term Incentive Plan (the “Plan”) are to attract,…
To view the full exhibit click here

About ePlus inc. (NASDAQ:PLUS)

ePlus inc. is a holding company. The Company is engaged in the business of selling, leasing, financing and managing information technology. It operates through two segments: technology and financing. The technology segment sells information technology (IT) hardware products, third-party software and maintenance contracts, its own and third-party professional and managed services, and its software. The financing segment operations primarily consist of the financing of information technology equipment, software and related services. Both segments sell to commercial entities, state and local governments, government contractors and educational institutions. The Company is a provider of IT solutions, which enable organizations to optimize their IT environment and supply chain processes. It delivers and integrates IT products and software from various vendors, and provides private, hybrid, and public cloud solutions.